The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial
Statements for the year ended on March 31, 2025.

01. Financial results

02. Performance

Standalone revenue for the year at ' 4,888 lakh
increased by 56% compared to that of last year.
The improvement was the outcome of increase
in price realisation by 29% and increase in
volume by 27%. Profit before tax (PBT) at
' 937 lakh increased by 172% mainly because
of higher sales price and volume.

Consolidated revenue for the year at ' 13,532
lakh increased by 57% compared to that of
last year. The improvement was the outcome
of increase in price realisation by 37% and
increase in volume by 20%. The Company
earned PBT of ' 3,261 lakh during the year. As a
result, the brought-forward consolidated profit
stood at ' 1,541 lakh, compared to a loss of
' 1,388 lakh last year.

03. Dividend

The Board recommended dividend of ' 1 per
equity share of ' 10 each fully paid-up for the

year ended on March 31, 2025. The dividend
will entail an outflow of ' 124 lakh on the
paid-up equity share capital of ' 1,236 lakh.

04. Energy conservation, technology absorption,
foreign exchange earnings and outgo

Information required under Section 134(3) (m)
of the Companies Act, 2023 (the Act), read with
Rule 8(3) of the Companies (Accounts) Rules,
2014, as amended from time to time, forms
a part of this report which is given on page
number 26.

05. Insurance

The Company has taken adequate insurance
for its current and fixed assets, employees and
products against various relevant risks.

06. Risk management

Risk management is an integral part of
the business practice of the Company. The
framework of risk management concentrates

on formalising a system to deal with the most
relevant risks, building on existing management
practices, knowledge and structures. With the
help of a reputed international consultancy firm,
the Company has developed and implemented
a comprehensive risk management system to
ensure that risks to the continued existence
of the Company as a going concern and to
its growth are identified and remedied on a
timely basis. While defining and developing the
formalised risk management system, leading
standards and practices have been considered.
The risk management system is relevant to
the business reality, is pragmatic, simple and
involves the following:

a) Risk identification and definition - Focuses
on identifying relevant risks, creating
| updating clear definitions to ensure
undisputed understanding along with
details of the underlying root causes |
contributing factors.

b) Risk classification - Focuses on
understanding the various impacts of
risks and the level of influence on their root
causes. This involves identifying various
processes, generating the root causes
and a clear understanding of risk inter¬
relationships.

c) Risk assessment and prioritisation -
Focuses on determining risk priority and risk
ownership for critical risks. This involves the
assessment of the various impacts taking
into consideration the risk appetite and the
existing mitigation controls.

d) Risk mitigation - Focuses on addressing
critical risks to restrict their impact(s) to an
acceptable level (within the defined risk
appetite). This involves a clear definition of
actions, responsibilities and milestones.

e) Risk reporting and monitoring - Focuses on
providing to the Audit Committee and the
Board, periodic information on risk profile
evolution and mitigation plans.

Roles and responsibilities

Governance

The Board has approved the Risk Management
Policy of the Company. The Company has laid
down procedures to inform the Board on a) to d)
listed above. The Audit Committee periodically
reviews the risk management system and gives
its recommendations, if any, to the Board.

The Board reviews and guides the Risk
Management Policy.

Implementation

Implementation of the Risk Management Policy is
the responsibility of the Management. It ensures
the functioning of the risk management system
as per the guidance of the Audit Committee.
The Company has a risk management oversight
structure and has a Chief Risk and Compliance
Officer.

The Management at various levels takes
accountability for risk identification,
appropriateness of risk analysis and timeliness
as well as the adequacy of risk mitigation
decisions at both individual and aggregate levels.
It is also responsible for the implementation,
tracking and reporting of defined mitigation
plans, including periodic reporting to the Audit
Committee and the Board.

07. Internal financial controls

The internal financial controls over financial
reporting are designed to provide reasonable
assurance regarding the reliability of financial
reporting and the preparation of the Financial
Statements. These include those policies and
procedures that:

a) pertain to the maintenance of records, which
in reasonable detail, accurately and fairly
reflect the transactions and dispositions of
the assets of the Company,

b) provide reasonable assurance that
transactions are recorded as necessary
to permit the preparation of the Financial
Statements in accordance with Generally
Accepted Accounting Principles and that
receipts and expenditures are being made

only in accordance with authorisations of
the Management and the Directors of the
Company,

c) provide reasonable assurance regarding
the prevention or timely detection of
unauthorised acquisition, use or disposition
of the assets that can have a material
effect on the Financial Statements. A
reputed international consultancy firm
has reviewed the adequacy of the internal
financial controls concerning the Financial
Statements.

The Management assessed the effectiveness
of the internal financial controls over financial
reporting as of March 31, 2025 and the Board
believes that the controls are adequate.

08. Fixed deposits

The Company did not accept any deposits from
public and as such no amount on account of
principal or interest on deposits from public was
outstanding as of March 31, 2025.

09. Loans, guarantees, investments and security

Particulars of loans, guarantees, investments
and security provided are given on page
number 107.

10. Subsidiary company

Amal Speciality Chemicals Ltd is the material
subsidiary in accordance with the applicable
provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing
Regulations).

11. Related party transactions

All the transactions entered into with the
related parties were in the ordinary course of
business and on an arm's length basis and were
reviewed and approved by the Audit Committee
and material related party transactions were
approved by the members in compliance
of the Listing Regulations. Details of such
transactions are given on page number 119.
No transactions were entered into by the

Company that required disclosure in Form
AOC - 2.

12. Corporate social responsibility

The Corporate Social Responsibility (CSR)
Policy, the CSR Report and the composition
of the CSR Committee are given on page
number 26.

13. Annual return

Annual return is available on the website of the
Company at: https://www.amal.co.in/investors/
information-for-stakeholders/annual-general-
meeting/

14. Auditors
Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered
Accountants were reappointed as the Statutory
Auditors of the Company at the 48^th Annual
General Meeting (AGM) held on September 08,
2022, until the conclusion of the 53^rd AGM.

The Auditor's Report for the financial year
ended on March 31, 2025, does not contain any
qualification, reservation or adverse remark.
The report is enclosed with the Financial
Statements in this annual report.

Secretarial Auditors

SPANJ & Associates, Company Secretaries,
continue to be the Secretarial Auditors for
2024-25 and their report is given on page
number 30. The Secretarial Audit Report of
Amal Speciality Chemicals Ltd, the material
subsidiary, is also given on page number 33.

As per Regulation 24A of the Listing Regulations,
Secretarial Auditors can be appointed for a term
of five consecutive years with the approval
of the members. Accordingly, based on the
recommendation of the Audit Committee, the
Board at its meeting held on July 11, 2025,
recommended the appointment of SPANJ
& Associates, Company Secretaries as the
Secretarial Auditors of the Company for a term
of five consecutive financial years from 2025-26

to 2029-30 for the approval of the members at
the ensuing AGM. SPANJ & Associates have
given their consent to act as the Secretarial
Auditors and confirmed their eligibility for
appointment.

15. Directors' responsibility statement

a) In preparation of the annual accounts for the
financial year that ended on March 31, 2025,
the applicable accounting standards have
been followed and there are no material
departures.

b) The accounting policies were selected
and applied consistently and judgements
and estimates thus made were reasonable
and prudent so as to give a true and fair
view of the state of affairs of the Company
at the end of the financial year and of the
profit and loss of the Company for that
period.

c) Proper and sufficient care was taken for
the maintenance of adequate accounting
records in accordance with the provisions
of the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities.

d) The attached annual accounts for the year
ended on March 31, 2025, were prepared
on a going concern basis.

e) Adequate internal financial controls to be
followed by the Company were laid down
and they were adequate and operating
effectively.

f) Proper systems were devised to ensure
compliance with the provisions of all
applicable laws and the same were
adequate and operating effectively.

16. Directors

16.1. Retirement | Reappointment | Appointment

a) Retirement

Ms Mahalakshmi Subramanian, Independent
Director completed her second term as an

Independent Director and accordingly,
ceased to be a Director during the year.

The Board places on record its deep
appreciation for her valuable contribution
through sustained involvement, critical
analysis and insightful guidance.

b) Reappointment

According to the Articles of Association of
the Company, Mr Gopi Kannan Thirukonda
retires by rotation and being eligible, offers
himself for reappointment at the ensuing
AGM.

c) Appointment
nil

16.2. Policies on appointment and remuneration

The salient features of the Policy are as under:

16.2.1 Appointment

While recommending the appointment of
Directors, the Nomination and Remuneration
Committee considers the following factors:

a) Qualification: well-educated and
experienced in senior leadership positions
within the industry.

b) Traits: positive attributes and qualities.

c) Independence: criteria prescribed in
the Act and the Listing Regulations for
the Independent Directors, including no
pecuniary interest and conflict of interest:

16.2.2 Remuneration of the Non-executive Directors

a) Sitting fees: up to ' 40,000 for attending a
Board, Committee and any other meeting

b) Commission: up to 1% of net profit as may
be decided by the Board based on.

i) Profit

ii) Attendance

iii) Category (Independent or Non executive)

16.2.3 Remuneration of the Managing Director
This is given under paragraph number 17.2.

16.3. Criteria and method of annual evaluation

16.3.1. The criteria for evaluation of the performance of

a) the Executive Directors, b) the Non- executive
Directors (other than Independent Directors),

c) the Independent Directors, d) the Chairman,
e) the Committees of the Board and f) the Board
as a whole are summarised in the table at
the end of the Directors' Report at page
number 24.

16.3.2. The Independent Directors have carried out
annual:

a) review of the performance of the Executive
Directors

b) review of the performance of the Non¬
executive Directors (other than Independent
Directors)

c) review of the performance of the Chairman,
assessment of quality, quantity and
timeliness of the flow of information to the
Board

d) review of the performance of the Board as
a whole

16.3.3. The Board has carried out an annual evaluation
of the performance of:

a) its committees, namely, Audit, Corporate
Social Responsibility, Nomination
and Remuneration and Stakeholders
Relationship

b) the Independent Directors

The templates for the above purpose were
circulated in advance for feedback from the
Directors.

16.4. Familiarisation programs for the Independent
Directors

The Company has familiarisation programs for
its Independent Directors. It comprises, amongst
others, presentations by and discussions with
the Senior Management on the nature of the
industries in which it operates, its vision and
strategy, its organisation structure and relevant

regulatory changes. A visit is organised to one
or more of its manufacturing sites. Details of the
familiarisation programmes are also available
at www.amal.co.in/about/directors/

17. Key Managerial Personnel and other
employees

17.1 Appointments and cessations of the Key
Managerial Personnel

There were no appointments | cessations of the
Key Managerial Personnel during 2024-25.

17.2 Remuneration

The Remuneration Policy related to the Key
Managerial Personnel and other employees
consists of the following:

17.2.1 Components:

a) Fixed pay

i) Basic salary

ii) Allowances

iii) Perquisites

iv) Retirals

b) Variable pay

17.2.2 Factors for determining and changing fixed pay:

a) Existing compensation

b) Education

c) Experience

d) Salary bands

e) Performance

f) Market benchmark

17.2.3 Factors for determining and changing variable
pay:

a) Company performance

b) Business performance

c) Individual performance

d) Work level

18. Analysis of remuneration

The information required pursuant to Sections
134(3)(q) and 197(12) of the Companies Act,
2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is given on page
number 37.

There were no employees during 2024-25,
drawing remuneration exceeding the limit
specified.

19. Management Discussion and Analysis

The Management Discussion and Analysis is
given on page number 38.

20. Corporate Governance Report

20.1 Declaration given by the Independent Directors

The Independent Directors have given
declarations under Section 149(6) of the Act.

20.2 Report

The Corporate Governance Report, along with
the certificate from the Practicing Company
Secretary regarding the compliance of the
conditions of corporate governance pursuant
to Regulation 34(3), read with Schedule V
of the Regulations, is given on page number
39. Details about the number of meetings of
the Board held during 2024-25, are given on
page number 44. The composition of the Audit
Committee is given on page number 47.

All the recommendations given by the Audit
Committee were accepted by the Board.

20.3 Whistleblower Policy

The Board, on the recommendation of the Audit
Committee, had approved a vigil mechanism
(Whistleblower Policy). The Policy provides
an independent mechanism for reporting and
resolving complaints pertaining to unethical
behaviour, actual or suspected fraud and
violation of the Code of Conduct of the
Company and is displayed on the website of
the Company at www.amal.co.in/investors/
policies/

No person has been denied access to the Audit
Committee.

20.4 Secretarial standards

Secretarial standards as applicable to the
Company were followed and complied with
during 2024-25.

20.5 Prevention, prohibition and redressal of sexual
harassment

Details required under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, and rules thereunder
are given on page number 51.

21. Acknowledgements

The Board expresses its sincere thanks to all
the employees, customers, suppliers, lenders,
regulatory and government authorities, stock
exchanges and investors for their support.

For and on behalf of the Board of Directors

(Sunil Lalbhai)

Mumbai Chairman

July 11, 2025 DIN: 00045590